DSA Clauses for consideration If using non AIA contract forms

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					DSA Clauses for consideration: (If using non-AIA contract forms)

Indemnification
Architect hereby agrees to indemnify and hold harmless Client from and against
any and all liability, loss, cost, claim, damage, injury or death (including those of
third parties) and all costs and expenses (including reasonable attorney’s fees
and costs of any litigation related thereto) incurred or sustained by, or asserted
against Client, arising out of, or as a result of, or related to:
i) Architect’s negligence; ii) Architect’s breach of any representation, obligation
or responsibility imposed on it by provisions of this Agreement, or iii) any failure by
Architect to perform the covenants given by Architect pursuant to this
Agreement.
Comment: If it appears, strike the word ’defend’ from this paragraph. It is not
covered by professional liability insurance policies.

Client hereby agrees to indemnify, save and hold harmless Architect from and
against any and all liability, loss, cost, claim, damage, injury or death (including
those of third parties) and all costs and expenses (including reasonable
attorney’s fees and costs of any litigation related thereto) incurred or sustained
by, or asserted against Architect, arising out of, or as a result of, or related to:
i) Client’s negligence; ii) Client’s breach of any representation, warranty,
obligation or responsibility imposed on it by provisions of this Agreement, or iii)
any failure by Client to perform the covenants given by Client pursuant to this
Agreement.
Comment: Whenever possible, try to include this clause in your contracts.

Severability
The invalidity or unenforceability of any particular provision of this Agreement
shall not affect the other provisions hereof, and this Agreement shall be
construed in all respects as if such invalid or unenforceable provisions were
omitted.
Comment: A worthwhile addition to your contracts.


Non-Payment of Invoiced Amounts
On occasion, there will be Clients who will be slow to pay, or refuse to pay
invoiced amounts.
If the Client fails to make payments to the Architect in accordance with the
terms of this Agreement, such failure shall be considered substantial non-
performance and a cause for termination or, at the Architect’s option, cause for
suspension of performance of services under this Agreement. In either case, the
Architect shall provide Client with seven (7) calendar days’ written notice of such
pending action. As a result of either of these actions, the Architect shall have
no liability to the Client, or other parties involved in the project, for delay or
damage caused. Before resuming services, the Architect shall be paid all sums
previously invoiced and due.
Comment: Why not?




SPECIAL CONTRACT CLAUSES

Projects Not Including CA Services – Comment:

Where a project excludes the CA services, the Architect should be protected from all
  claims except those that are a result of a direct result of Architect’s negligence.

It is not unreasonable to expect that the Client, or other parties, responsible for decisions
      made during the construction phase also assume the risk. It is unreasonable for the
      Client to expect the Architect to be responsible for activities for which they have no
      involvement.
Often, the risk to the Architect is not liability as much as the significant costs of
defending against meritless, frivolous claims.

Comment: The following paragraphs should be included in the General
Conditions:

The Architect and the Client agree that because the Architect’s Basic Services do not include the
Construction Phase services, the Client shall be solely responsible for interpreting the Contract
Documents and observing the Work of the Architect and its Consultants, to discover, correct or
mitigate errors, inconsistencies and/or omissions.
If the Client authorizes deviations, recorded or unrecorded, from the documents
prepared by the Architect and its Consultants, the Client shall not bring any
claim against the Architect and its Consultants. The Client shall indemnify and
hold the Architect and its Consultants, its employees and agents harmless from
and against all claims, losses, damages and expenses, including but not limited
to, defense costs and Architect’s time, to the extent such claim, loss, damage or
expense arises out of, or results in whole or in part, of such deviations by the
Client or parties other than the Architect.

				
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posted:1/10/2009
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